Common use of Delayed Transfer of Assets and/or Liabilities Clause in Contracts

Delayed Transfer of Assets and/or Liabilities. To the extent that any contribution, assignment, transfer, conveyance, delivery or assumption required pursuant to Section 2.03 shall not have been consummated as of the Effective Time, whether by its terms or by operation of Law (any such Asset and/or Liability, a "Delayed Transfer Asset and/or Liability") and subject to any Ancillary Agreement: (i) AXP and Ameriprise thereafter shall, and shall cause the members of their respective Groups to, use reasonable best efforts and cooperate to effect such contribution, assignment, transfer, conveyance, delivery or assumption as promptly following the Effective Time as shall be practicable; (ii) AXP shall thereafter, with respect to any such Ameriprise Asset, use reasonable best efforts, with the costs of AXP related thereto to be promptly reimbursed by Ameriprise, to hold such Ameriprise Asset in trust for the use and benefit of Ameriprise and, with respect to any such Ameriprise Liability, retain such Ameriprise Liability for the account of Ameriprise; and (iii) Ameriprise shall thereafter, with respect to any such AXP Asset, use reasonable best efforts, with the costs of Ameriprise related thereto to be promptly reimbursed by AXP, to hold such AXP Asset in trust for the use and benefit of AXP and, with respect to any such AXP Liability, to retain such AXP Liability for the account of AXP, in each case in order to place each Party, insofar as is reasonably possible, in the same position as would have existed had such Delayed Transfer Asset and/or Liability been contributed, assigned, transferred, conveyed, delivered or assumed as contemplated hereby (it being understood that neither AXP (with respect to any Ameriprise Asset or Ameriprise Liability) nor Ameriprise (with respect to any AXP Asset or AXP Liability) shall be required to take any action pursuant to this clause that would, or could reasonably be expected to, result in any financial obligation to it or any restriction on its business or operations, except as may be required in any Ancillary Agreement. To the extent that Ameriprise is provided the use or benefit of any Ameriprise Asset or has any Ameriprise Liability held for its account pursuant to this Section 2.03(b), Ameriprise shall perform, for the benefit of AXP and any third Person, the obligations of AXP thereunder or in connection therewith, or as may be directed by AXP and if Ameriprise shall fail to perform to the extent required herein, Ameriprise shall hold AXP harmless and indemnify AXP therefor. To the extent that AXP is provided the use or benefit of any AXP Asset or has any AXP Liability held for its account pursuant to this Section 2.03(b), AXP shall perform, for the benefit of Ameriprise and any third Person, the obligations of Ameriprise thereunder or in connection therewith, or as may be directed by Ameriprise and if AXP shall fail to perform to the extent required herein, AXP shall hold Ameriprise harmless and indemnify Ameriprise therefor. Each Party shall, and/or shall cause members of its Group to, as and when any such Delayed Transfer Asset and/or Liability becomes contributable, assignable, transferable, conveyable, deliverable or assumable by such Party, effect such contribution, assignment, transfer, conveyance, delivery or assumption, as applicable, as promptly as practicable thereafter.

Delayed Transfer of Assets and/or Liabilities. To the extent that any contribution, assignment, transfer, conveyance, delivery or assumption required pursuant to Section 2.03 2.3 shall not have been consummated as of the Effective Time, whether by its terms or by operation of Law (any such Asset and/or Liability, a "“Delayed Transfer Asset and/or Liability"”) and subject to any Ancillary Agreement: (i) AXP ADP and Ameriprise Broadridge thereafter shall, and shall cause the members of their respective Groups to, use commercially reasonable best efforts and cooperate to effect such contribution, assignment, transfer, conveyance, delivery or assumption as promptly following the Effective Time as shall be practicable; (ii) AXP ADP shall thereafter, with respect to any such Ameriprise Broadridge Asset, use commercially reasonable best efforts, with the costs of AXP ADP related thereto to be promptly reimbursed by AmeripriseBroadridge, hold, or cause a member of the ADP Group to hold hold, such Ameriprise Broadridge Asset in trust for the use and benefit of Ameriprise Broadridge and, with respect to any such Ameriprise Broadridge Liability, retain such Ameriprise Broadridge Liability for the account of AmeripriseBroadridge; and (iii) Ameriprise Broadridge shall thereafter, with respect to any such AXP ADP Asset, use commercially reasonable best efforts, with the costs of Ameriprise Broadridge related thereto to be promptly reimbursed by AXPADP, hold, or cause a member of the ADP Group to hold hold, such AXP ADP Asset in trust for the use and benefit of AXP ADP and, with respect to any such AXP ADP Liability, to retain such AXP ADP Liability for the account of AXPADP, in each case in order to place each Party, insofar as is reasonably possible, in the same position as would have existed had such Delayed Transfer Asset and/or Liability been contributed, assigned, transferred, conveyed, delivered or assumed as contemplated hereby (it being understood that neither AXP ADP (with respect to any Ameriprise Broadridge Asset or Ameriprise Broadridge Liability) nor Ameriprise Broadridge (with respect to any AXP ADP Asset or AXP ADP Liability) shall be required to take any action pursuant to this clause that would, or could reasonably be expected to, result in any financial obligation to it or any restriction on its business or operations, except as may be required in any Ancillary Agreement. To the extent that Ameriprise Broadridge is provided the use or benefit of any Ameriprise Broadridge Asset or has any Ameriprise Broadridge Liability held for its account pursuant to this Section 2.03(b2.3(b), Ameriprise Broadridge or another member of the Broadridge Group shall perform, for the benefit of AXP ADP and any third Person, the obligations of AXP ADP thereunder or in connection therewith, or as may be directed by AXP ADP and if Ameriprise Broadridge or another member of the Broadridge Group shall fail to perform to the extent required herein, Ameriprise Broadridge shall hold AXP ADP harmless and indemnify AXP ADP therefor. To the extent that AXP ADP or another member of the ADP Group is provided the use or benefit of any AXP ADP Asset or has any AXP ADP Liability held for its account pursuant to this Section 2.03(b2.3(b), AXP ADP or another member of the ADP Group shall perform, for the benefit of Ameriprise Broadridge and any third Person, the obligations of Ameriprise Broadridge thereunder or in connection therewith, or as may be directed by Ameriprise Broadridge and if AXP ADP or another member of the ADP Group shall fail to perform to the extent required herein, AXP ADP shall hold Ameriprise Broadridge harmless and indemnify Ameriprise Broadridge therefor. Each Party shall, and/or shall cause members of its Group to, as and when any such Delayed Transfer Asset and/or Liability becomes contributable, assignable, transferable, conveyable, deliverable or assumable by such Party, effect such contribution, assignment, transfer, conveyance, delivery or assumption, as applicable, as promptly as practicable thereafter. Each of ADP and Broadridge shall, and shall cause the members of its respective Group to, (i) treat for all income tax purposes (A) the Delayed Transfer Assets as assets owned by the Person entitled to such Delayed Transfer Assets as of the Effective Time and (B) the Delayed Transfer Liabilities as liabilities of, or owed by, the Person intended to be subject to such Delayed Transfer Liabilities as of the Effective Time and (ii) neither report nor take any income tax position (on a tax return or otherwise) inconsistent with such treatment (unless required by a change in applicable law or a good faith resolution of a tax contest relating to income taxes).

Delayed Transfer of Assets and/or Liabilities. To the extent that any contribution, assignment, transfer, conveyance, delivery or assumption required pursuant to Section 2.03 2.3 shall not have been consummated as of the Effective Time, whether by its terms or by operation of Law (any such Asset and/or Liability, a "“Delayed Transfer Asset and/or Liability"”) and subject to any Ancillary Agreement: (i) AXP ADP and Ameriprise Dealer thereafter shall, and shall cause the members of their respective Groups to, use commercially reasonable best efforts and cooperate to effect such contribution, assignment, transfer, conveyance, delivery or assumption as promptly following the Effective Time as shall be practicable; (ii) AXP ADP shall thereafter, with respect to any such Ameriprise Dealer Asset, use commercially reasonable best efforts, with the costs of AXP ADP related thereto to be promptly reimbursed by AmeripriseDealer, hold, or cause a member of the ADP Group to hold hold, such Ameriprise Dealer Asset in trust for the use and benefit of Ameriprise Dealer and, with respect to any such Ameriprise Dealer Liability, retain such Ameriprise Dealer Liability for the account of AmeripriseDealer; and (iii) Ameriprise Dealer shall thereafter, with respect to any such AXP ADP Asset, use commercially reasonable best efforts, with the costs of Ameriprise Dealer related thereto to be promptly reimbursed by AXPADP, hold, or cause a member of the Dealer Group to hold hold, such AXP ADP Asset in trust for the use and benefit of AXP ADP and, with respect to any such AXP ADP Liability, to retain such AXP ADP Liability for the account of AXP, ADP; in each case in order to place each Party, insofar as is reasonably possible, in the same position as would have existed had such Delayed Transfer Asset and/or Liability been contributed, assigned, transferred, conveyed, delivered or assumed as contemplated hereby (it being understood that neither AXP ADP (with respect to any Ameriprise Dealer Asset or Ameriprise Dealer Liability) nor Ameriprise Dealer (with respect to any AXP ADP Asset or AXP ADP Liability) shall be required to take any action pursuant to this clause that would, or could reasonably be expected to, result in any financial obligation to it or any restriction on its business or operations, except as may be required in any Ancillary Agreement). To the extent that Ameriprise Dealer is provided the use or benefit of any Ameriprise Dealer Asset or has any Ameriprise Dealer Liability held for its account pursuant to this Section 2.03(b2.3(b), Ameriprise Dealer or another member of the Dealer Group shall perform, for the benefit of AXP ADP and any third Person, the obligations of AXP ADP thereunder or in connection therewith, or as may be directed by AXP ADP and if Ameriprise Dealer or another member of the Dealer Group shall fail to perform to the extent required herein, Ameriprise Dealer shall hold AXP ADP harmless and indemnify AXP ADP therefor. To the extent that AXP ADP or another member of the ADP Group is provided the use or benefit of any AXP ADP Asset or has any AXP ADP Liability held for its account pursuant to this Section 2.03(b2.3(b), AXP ADP or another member of the ADP Group shall perform, for the benefit of Ameriprise Dealer and any third Person, the obligations of Ameriprise Dealer thereunder or in connection therewith, or as may be directed by Ameriprise Dealer and if AXP ADP or another member of the ADP Group shall fail to perform to the extent required herein, AXP ADP shall hold Ameriprise Dealer harmless and indemnify Ameriprise Dealer therefor. Each Party shall, and/or shall cause members of its Group to, as and when any such Delayed Transfer Asset and/or Liability becomes contributable, assignable, transferable, conveyable, deliverable or assumable by such Party, effect such contribution, assignment, transfer, conveyance, delivery or assumption, as applicable, as promptly as practicable thereafter. Each of ADP and Dealer shall, and shall cause the members of its respective Group to, (A) treat for all income tax purposes (x) the Delayed Transfer Assets as assets owned by the Person entitled to such Delayed Transfer Assets as of the Effective Time and (y) the Delayed Transfer Liabilities as liabilities of, or owed by, the Person intended to be subject to such Delayed Transfer Liabilities as of the Effective Time and (B) neither report nor take any income tax position (on a tax return or otherwise) inconsistent with such treatment (unless required by a change in applicable Law or a good faith resolution of a tax contest relating to income taxes).

Delayed Transfer of Assets and/or Liabilities. To the extent that any contribution, assignment, transfer, conveyance, delivery or assumption required pursuant to this Section 2.03 2.02 shall not have been consummated as of the Effective Time, whether by its terms or by operation of Law (any such Asset and/or Liability, a "“Delayed Transfer Asset and/or Liability"”) and subject to any Ancillary Agreement: (i) AXP Belo and Ameriprise Newspaper Holdco thereafter shall, and shall cause the members of their respective Groups to, use commercially reasonable best efforts and cooperate to effect such contribution, assignment, transfer, conveyance, delivery or assumption as promptly following the Effective Time as shall be practicable; (ii) AXP Belo shall thereafter, with respect to any such Ameriprise Newspaper Holdco Asset, use commercially reasonable best efforts, with the costs of AXP Belo related thereto to be promptly reimbursed by AmeripriseNewspaper Holdco, to hold such Ameriprise Newspaper Holdco Asset in trust for the use and benefit of Ameriprise Newspaper Holdco and, with respect to any such Ameriprise Newspaper Holdco Liability, retain such Ameriprise Newspaper Holdco Liability for the account of AmeripriseNewspaper Holdco; and (iii) Ameriprise Newspaper Holdco shall thereafter, with respect to any such AXP Belo Asset, use commercially reasonable best efforts, with the costs of Ameriprise Newspaper Holdco related thereto to be promptly reimbursed by AXPBelo, to hold such AXP Belo Asset in trust for the use and benefit of AXP Belo and, with respect to any such AXP Belo Liability, to retain such AXP Belo Liability for the account of AXP, Belo; in each case in order to place each Party, insofar as is reasonably possible, in the same position as would have existed had such Delayed Transfer Asset and/or Liability been contributed, assigned, transferred, conveyed, delivered or assumed as contemplated hereby (it being understood that neither AXP Belo (with respect to any Ameriprise Newspaper Holdco Asset or Ameriprise Newspaper Holdco Liability) nor Ameriprise Newspaper Holdco (with respect to any AXP Belo Asset or AXP Belo Liability) shall be required to take any action pursuant to this clause that would, or could reasonably be expected to, result in any financial obligation to it or any restriction on its business or operations, except as may be required in any Ancillary Agreement). To the extent that Ameriprise Newspaper Holdco is provided the use or benefit of any Ameriprise Newspaper Holdco Asset or has any Ameriprise Newspaper Holdco Liability held for its account pursuant to this Section 2.03(b2.02(b), Ameriprise Newspaper Holdco shall perform, for the benefit of AXP Belo and any third Person, the obligations of AXP Belo thereunder or in connection therewith, or as may be directed by AXP Belo and if Ameriprise Newspaper Holdco shall fail to perform to the extent required herein, Ameriprise Newspaper Holdco shall hold AXP Belo harmless and indemnify AXP Belo therefor. To the extent that AXP Belo is provided the use or benefit of any AXP Belo Asset or has any AXP Belo Liability held for its account pursuant to this Section 2.03(b2.02(b), AXP Belo shall perform, for the benefit of Ameriprise Newspaper Holdco and any third Person, the obligations of Ameriprise Newspaper Holdco thereunder or in connection therewith, or as may be directed by Ameriprise Newspaper Holdco and if AXP Belo shall fail to perform to the extent required herein, AXP Belo shall hold Ameriprise Newspaper Holdco harmless and indemnify Ameriprise Newspaper Holdco therefor. Each Party shall, and/or shall cause members of its Group to, as and when any such Delayed Transfer Asset and/or Liability becomes contributable, assignable, transferable, conveyable, deliverable or assumable by such Party, effect such contribution, assignment, transfer, conveyance, delivery or assumption, as applicable, as promptly as practicable thereafter.

Delayed Transfer of Assets and/or Liabilities. To the extent that any contribution, assignment, transfer, conveyance, delivery or assumption required pursuant to Section 2.03 2.3 shall not have been consummated as of the Effective Time, whether by its terms or by operation of Law (any such Asset and/or Liability, a "“Delayed Transfer Asset and/or Liability"”) and subject to any Ancillary Agreement: (i) AXP Games and Ameriprise Lottery thereafter shall, and shall cause the members of their respective Groups to, use reasonable best efforts and cooperate to effect such contribution, assignment, transfer, conveyance, delivery or assumption as promptly following the Effective Time as shall be practicable; (ii) AXP Games shall thereafter, with respect to any such Ameriprise Lottery Asset, use reasonable best efforts, with the costs of AXP Games related thereto to be promptly reimbursed by AmeripriseLottery, to hold such Ameriprise Lottery Asset in trust for the use and benefit of Ameriprise Lottery and, with respect to any such Ameriprise Lottery Liability, retain such Ameriprise Lottery Liability for the account of AmeripriseLottery; and (iii) Ameriprise Lottery shall thereafter, with respect to any such AXP Games Asset, use reasonable best efforts, with the costs of Ameriprise Lottery related thereto to be promptly reimbursed by AXPGames, to hold such AXP Games Asset in trust for the use and benefit of AXP Games and, with respect to any such AXP Games Liability, to retain such AXP Games Liability for the account of AXPGames, in each case in order to place each Party, insofar as is reasonably possible, in the same position as would have existed had such Delayed Transfer Asset and/or Liability been contributed, assigned, transferred, conveyed, delivered or assumed as contemplated hereby (it being understood that neither AXP Games (with respect to any Ameriprise Lottery Asset or Ameriprise Lottery Liability) nor Ameriprise Lottery (with respect to any AXP Games Asset or AXP Games Liability) shall be required to take any action pursuant to this clause that would, or could reasonably be expected to, result in any financial obligation to it or any restriction on its business or operations, except as may be required in any Ancillary Agreement. To the extent that Ameriprise Lottery is provided the use or benefit of any Ameriprise Lottery Asset or has any Ameriprise Lottery Liability held for its account pursuant to this Section 2.03(b2.3(b), Ameriprise Lottery shall perform, for the benefit of AXP Games and any third Person, the obligations of AXP Games thereunder or in connection therewith, or as may be directed by AXP Games and if Ameriprise Lottery shall fail to perform to the extent required herein, Ameriprise Lottery shall hold AXP Games harmless and indemnify AXP Games therefor. To the extent that AXP Games is provided the use or benefit of any AXP Games Asset or has any AXP Games Liability held for its account pursuant to this Section 2.03(b2.3(b), AXP Games shall perform, for the benefit of Ameriprise Lottery and any third Person, the obligations of Ameriprise Lottery thereunder or in connection therewith, or as may be directed by Ameriprise Lottery and if AXP Games shall fail to perform to the extent required herein, AXP Games shall hold Ameriprise Lottery harmless and indemnify Ameriprise Lottery therefor. Each Party shall, and/or shall cause members of its Group to, as and when any such Delayed Transfer Asset and/or Liability becomes contributable, assignable, transferable, conveyable, deliverable or assumable by such Party, effect such contribution, assignment, transfer, conveyance, delivery or assumption, as applicable, as promptly as practicable thereafter.

Delayed Transfer of Assets and/or Liabilities. To the extent that any contribution, assignment, transfer, conveyance, delivery or assumption required pursuant to this Section 2.03 2.02 shall not have been consummated as of the Effective Time, whether by its terms or by operation of Law (any such Asset and/or Liability, a "“Delayed Transfer Asset and/or Liability"”) and subject to any Ancillary Agreement: (i) AXP Belo and Ameriprise Newspaper Holdco thereafter shall, and shall cause the members of their respective Groups to, use commercially reasonable best efforts and cooperate to effect such contribution, assignment, transfer, conveyance, delivery or assumption as promptly following the Effective Time as shall be practicable; (ii) AXP Belo shall thereafter, with respect to any such Ameriprise Newspaper Holdco Asset, use commercially reasonable best efforts, with the costs of AXP Belo related thereto to be promptly reimbursed by AmeripriseNewspaper Holdco, to hold such Ameriprise Newspaper Holdco Asset in trust for the use and benefit of Ameriprise Newspaper Holdco and, with respect to any such Ameriprise Newspaper Holdco Liability, retain such Ameriprise Newspaper Holdco Liability for the account of AmeripriseNewspaper Holdco; and (iii) Ameriprise Newspaper Holdco shall thereafter, with respect to any such AXP Belo Asset, use commercially reasonable best efforts, with the costs of Ameriprise Newspaper Holdco related thereto to be promptly reimbursed by AXPBelo, to hold such AXP Belo Asset in trust for the use and benefit of AXP Belo and, with respect to any such AXP Belo Liability, to retain such AXP Belo Liability for the account of AXPBelo, in each case in order to place each Party, insofar as is reasonably possible, in the same position as would have existed had such Delayed Transfer Asset and/or Liability been contributed, assigned, transferred, conveyed, delivered or assumed as contemplated hereby (it being understood that neither AXP Belo (with respect to any Ameriprise Newspaper Holdco Asset or Ameriprise Newspaper Holdco Liability) nor Ameriprise Newspaper Holdco (with respect to any AXP Belo Asset or AXP Belo Liability) shall be required to take any action pursuant to this clause that would, or could reasonably be expected to, result in any financial obligation to it or any restriction on its business or operations, except as may be required in any Ancillary Agreement). To the extent that Ameriprise Newspaper Holdco is provided the use or benefit of any Ameriprise Newspaper Holdco Asset or has any Ameriprise Newspaper Holdco Liability held for its account pursuant to this Section 2.03(b2.02(b), Ameriprise Newspaper Holdco shall perform, for the benefit of AXP Belo and any third Person, the obligations of AXP Belo thereunder or in connection therewith, or as may be directed by AXP Belo and if Ameriprise Newspaper Holdco shall fail to perform to the extent required herein, Ameriprise Newspaper Holdco shall hold AXP Belo harmless and indemnify AXP Belo therefor. To the extent that AXP Belo is provided the use or benefit of any AXP Belo Asset or has any AXP Belo Liability held for its account pursuant to this Section 2.03(b2.02(b), AXP Belo shall perform, for the benefit of Ameriprise Newspaper Holdco and any third Person, the obligations of Ameriprise Newspaper Holdco thereunder or in connection therewith, or as may be directed by Ameriprise Newspaper Holdco and if AXP Belo shall fail to perform to the extent required herein, AXP Belo shall hold Ameriprise Newspaper Holdco harmless and indemnify Ameriprise Newspaper Holdco therefor. Each Party shall, and/or shall cause members of its Group to, as and when any such Delayed Transfer Asset and/or Liability becomes contributable, assignable, transferable, conveyable, deliverable or assumable by such Party, effect such contribution, assignment, transfer, conveyance, delivery or assumption, as applicable, as promptly as practicable thereafter.

Delayed Transfer of Assets and/or Liabilities. To the extent that any contribution, assignment, transfer, conveyance, delivery or assumption required pursuant to Section 2.03 2.03(a) shall not have been consummated as of the Effective Time, whether by its terms or by operation of Law (any such Asset and/or Liability, a "Delayed Transfer Asset and/or Liability") and subject to any Ancillary Agreement: (i) AXP and Ameriprise thereafter shall, and shall cause the members of their respective Groups to, use reasonable best efforts and cooperate to effect such contribution, assignment, transfer, conveyance, delivery or assumption as promptly following the Effective Time as shall be practicable; (ii) AXP shall thereafter, with respect to any such Ameriprise Asset, use reasonable best efforts, with the costs of AXP related thereto to be promptly reimbursed by Ameriprise, to hold such Ameriprise Asset in trust for the use and benefit of Ameriprise and, with respect to any such Ameriprise Liability, retain such Ameriprise Liability for the account of Ameriprise; and (iii) Ameriprise shall thereafter, with respect to any such AXP Asset, use reasonable best efforts, with the costs of Ameriprise related thereto to be promptly reimbursed by AXP, to hold such AXP Asset in trust for the use and benefit of AXP and, with respect to any such AXP Liability, to retain such AXP Liability for the account of AXP, in each case in order to place each Party, insofar as is reasonably possible, in the same position as would have existed had such Delayed Transfer Asset and/or Liability been contributed, assigned, transferred, conveyed, delivered or assumed as contemplated hereby (it being understood that neither AXP (with respect to any Ameriprise Asset or Ameriprise Liability) nor Ameriprise (with respect to any AXP Asset or AXP Liability) shall be required to take any action pursuant to this clause that would, or could reasonably be expected to, result in any financial obligation to it or any restriction on its business or operations, except as may be required in any Ancillary Agreement. To the extent that Ameriprise is provided the use or benefit of any Ameriprise Asset or has any Ameriprise Liability held for its account pursuant to this Section 2.03(b), Ameriprise shall perform, for the benefit of AXP and any third Person, the obligations of AXP thereunder or in connection therewith, or as may be directed by AXP and if Ameriprise shall fail to perform to the extent required herein, Ameriprise shall hold AXP harmless and indemnify AXP therefor. To the extent that AXP is provided the use or benefit of any AXP Asset or has any AXP Liability held for its account pursuant to this Section 2.03(b), AXP shall perform, for the benefit of Ameriprise and any third Person, the obligations of Ameriprise thereunder or in connection therewith, or as may be directed by Ameriprise and if AXP shall fail to perform to the extent required herein, AXP shall hold Ameriprise harmless and indemnify Ameriprise therefor. Each Party shall, and/or shall cause members of its Group to, as and when any such Delayed Transfer Asset and/or Liability becomes contributable, assignable, transferable, conveyable, deliverable or assumable by such Party, effect such contribution, assignment, transfer, conveyance, delivery or assumption, as applicable, as promptly as practicable thereafter.